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Contract analysis / secretarys-certificates-subsidiary-guarantors.docx
secretarys-certificates-subsidiary-guarantors.docx
1005-00001 · 44 clauses
High · 1 Medium · 0 Standard · 0
1. Nexford Precision Components, Inc. ("NPC") — Certificate No. 1
1. Nexford Precision Components, Inc. ("NPC") — Certificate No. 1
2. Nexford Engineered Systems, LLC ("NES") — Certificate No. 2
2. Nexford Engineered Systems, LLC ("NES") — Certificate No. 2
3. Nexford Coatings & Surface Technologies, Inc. ("NCST") — Certificate No. 3
3. Nexford Coatings & Surface Technologies, Inc. ("NCST") — Certificate No. 3
4. Nexford Manufacturing Services, LLC ("NMS") — Certificate No. 4
4. Nexford Manufacturing Services, LLC ("NMS") — Certificate No. 4
5. Nexford Properties, LLC ("NP LLC") — Certificate No. 5
5. Nexford Properties, LLC ("NP LLC") — Certificate No. 5
6. Nexford International Holdings, Inc. ("NIH Intl") — Certificate No. 6
6. Nexford International Holdings, Inc. ("NIH Intl") — Certificate No. 6
7. Clearfield Tool & Die, Inc. ("Clearfield") — Certificate No. 7
7. Clearfield Tool & Die, Inc. ("Clearfield") — Certificate No. 7
8. Summit Industrial Fabrication Co. ("Summit") — Certificate No. 8
8. Summit Industrial Fabrication Co. ("Summit") — Certificate No. 8
9. Ridgepoint Specialty Coatings, LLC ("Ridgepoint") — Certificate No. 9
9. Ridgepoint Specialty Coatings, LLC ("Ridgepoint") — Certificate No. 9
10. Lakeshore Precision Engineering, Inc. ("Lakeshore") — Certificate No. 10
10. Lakeshore Precision Engineering, Inc. ("Lakeshore") — Certificate No. 10 All certificates contained herein are dated as of March 28, 2025. Each certificate may be relied upon by the Agent in its capacity as Administrative Agent and Collateral Agent and by each of the Lenders under the Credit Agreement. For the avoidance of doubt, the Holdings Guarantor, Granite Peak NIH Holdings, LLC, has delivered a separate Sec
1. Organizational Documents.
1. Organizational Documents. (a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 14, 2007, including all amendments and certificates of amendment thereto, as currently in effect on the date hereof. No action has been taken to further amend, supplement, modify, or repeal the Cert
2. Resolutions.
2. Resolutions. (a) Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company by unanimous written consent effective as of March 26, 2025, authorizing (i) the execution, delivery, and performance by the Company of the Guarantee Agreement, the Security Agreement, the Pledge Agreements, the IP Security Agreement, and each other Applicable
3. Incumbency.
3. Incumbency. The following persons are the duly elected or appointed officers of the Company who hold the respective offices set forth opposite their names below, and each such person is authorized to execute and deliver, on behalf of the Company, the Applicable Loan Documents and any certificate, agreement, instrument, or other document to be delivered in connection therewith. The signature appearing opposite the
4. Good Standing.
4. Good Standing. To the knowledge of the undersigned, the Company is a corporation validly existing and in good standing under the laws of the State of Delaware as of the date hereof. A Certificate of Good Standing (or equivalent certificate of status) obtained from the Secretary of State of the State of Delaware, dated within five (5) business days of the date hereof, has been obtained and is being delivered separa
5. No Default.
5. No Default. To the knowledge of the undersigned, after due inquiry, no Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing with respect to the Company as of the date hereof. No proceedings for the dissolution, liquidation, winding up, or termination of the Company have been commenced or, to the knowledge of the undersigned, are contemplated. IN WITNESS WHEREOF, the
1. Organizational Documents.
1. Organizational Documents. (a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of the Company, as filed with the Secretary of State of the State of Delaware on September 3, 2010, including all amendments and certificates of amendment thereto, as currently in effect on the date hereof. No action has been taken to further amend, supplement, modify, or repeal the Cert
2. Resolutions / Written Consent.
2. Resolutions / Written Consent. (a) Attached hereto as Exhibit C is a true, correct, and complete copy of the written consent of the sole member of the Company, dated as of March 26, 2025, authorizing (i) the execution, delivery, and performance by the Company of the Guarantee Agreement, the Security Agreement, the Pledge Agreements, the IP Security Agreement, and each other Applicable Loan Document to which the Co
3. Incumbency.
3. Incumbency. The following persons are the duly authorized officers or authorized persons of the Company who hold the respective titles set forth opposite their names below, and each such person is authorized to execute and deliver, on behalf of the Company, the Applicable Loan Documents and any certificate, agreement, instrument, or other document to be delivered in connection therewith. The signature appearing op
4. Good Standing.
4. Good Standing. To the knowledge of the undersigned, the Company is a limited liability company validly existing and in good standing under the laws of the State of Delaware as of the date hereof. A Certificate of Good Standing (or equivalent certificate of status) obtained from the Secretary of State of the State of Delaware, dated within five (5) business days of the date hereof, has been obtained and is being de
5. No Default.
5. No Default. To the knowledge of the undersigned, after due inquiry, no Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing with respect to the Company as of the date hereof. No proceedings for the dissolution, liquidation, winding up, or termination of the Company have been commenced or, to the knowledge of the undersigned, are contemplated. IN WITNESS WHEREOF, the
1. Organizational Documents.
1. Organizational Documents. (a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on March 22, 2012, including all amendments and certificates of amendment thereto, as currently in effect on the date hereof. No action has been taken to further amend, supplement, modify, or repeal the Cer
2. Resolutions.
2. Resolutions. (a) Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company by unanimous written consent effective as of March 26, 2025, authorizing (i) the execution, delivery, and performance by the Company of the Guarantee Agreement, the Security Agreement, the Pledge Agreements, the IP Security Agreement, and each other Applicable
3. Incumbency.
3. Incumbency. The following persons are the duly elected or appointed officers of the Company who hold the respective offices set forth opposite their names below, and each such person is authorized to execute and deliver, on behalf of the Company, the Applicable Loan Documents and any certificate, agreement, instrument, or other document to be delivered in connection therewith. The signature appearing opposite the
4. Good Standing.
4. Good Standing. To the knowledge of the undersigned, the Company is a corporation validly existing and in good standing under the laws of the State of Delaware as of the date hereof. A Certificate of Good Standing (or equivalent certificate of status) obtained from the Secretary of State of the State of Delaware, dated within five (5) business days of the date hereof, has been obtained and is being delivered separa
5. No Default.
5. No Default. To the knowledge of the undersigned, after due inquiry, no Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing with respect to the Company as of the date hereof. No proceedings for the dissolution, liquidation, winding up, or termination of the Company have been commenced or, to the knowledge of the undersigned, are contemplated. IN WITNESS WHEREOF, the
1. Organizational Documents.
1. Organizational Documents. (a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Articles of Organization of the Company, as filed with the Secretary of State of the State of Illinois on August 17, 2009, including all amendments and restated articles thereto, as currently in effect on the date hereof. No action has been taken to further amend, supplement, modify, or repeal the Articles of Or
2. Resolutions / Written Consent.
2. Resolutions / Written Consent. (a) Attached hereto as Exhibit C is a true, correct, and complete copy of the written consent of the sole member of the Company, dated as of March 26, 2025, authorizing (i) the execution, delivery, and performance by the Company of the Guarantee Agreement, the Security Agreement, the Pledge Agreements, the IP Security Agreement, and each other Applicable Loan Document to which the Co
3. Incumbency.
3. Incumbency. The following persons are the duly authorized officers or authorized persons of the Company who hold the respective titles set forth opposite their names below, and each such person is authorized to execute and deliver, on behalf of the Company, the Applicable Loan Documents and any certificate, agreement, instrument, or other document to be delivered in connection therewith. The signature appearing op
4. Good Standing.
4. Good Standing. To the knowledge of the undersigned, the Company is a limited liability company validly existing and in good standing under the laws of the State of Illinois as of the date hereof. A Certificate of Good Standing (or equivalent certificate of status) obtained from the Secretary of State of the State of Illinois, dated within five (5) business days of the date hereof, has been obtained and is being de
5. No Default.
5. No Default. To the knowledge of the undersigned, after due inquiry, no Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing with respect to the Company as of the date hereof. No proceedings for the dissolution, liquidation, winding up, or termination of the Company have been commenced or, to the knowledge of the undersigned, are contemplated. IN WITNESS WHEREOF, the
1. Organizational Documents.
1. Organizational Documents. (a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of the Company, as filed with the Secretary of State of the State of Delaware on November 5, 2014, including all amendments and certificates of amendment thereto, as currently in effect on the date hereof. No action has been taken to further amend, supplement, modify, or repeal the Certi
2. Resolutions / Written Consent.
2. Resolutions / Written Consent. (a) Attached hereto as Exhibit C is a true, correct, and complete copy of the written consent of the sole member of the Company, dated as of March 26, 2025, authorizing (i) the execution, delivery, and performance by the Company of the Guarantee Agreement, the Security Agreement, the Pledge Agreements, the IP Security Agreement, and each other Applicable Loan Document to which the Co
3. Incumbency.
3. Incumbency. The following persons are the duly authorized officers or authorized persons of the Company who hold the respective titles set forth opposite their names below, and each such person is authorized to execute and deliver, on behalf of the Company, the Applicable Loan Documents (including any mortgage instruments, environmental indemnity agreements, and related documents with respect to the Mortgaged Prop
4. Good Standing.
4. Good Standing. To the knowledge of the undersigned, the Company is a limited liability company validly existing and in good standing under the laws of the State of Delaware as of the date hereof. A Certificate of Good Standing (or equivalent certificate of status) obtained from the Secretary of State of the State of Delaware, dated within five (5) business days of the date hereof, has been obtained and is being de
5. No Default. High
⚑ Uncapped liability exposure
5. No Default. To the knowledge of the undersigned, after due inquiry, no Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing with respect to the Company as of the date hereof. No proceedings for the dissolution, liquidation, winding up, or termination of the Company have been commenced or, to the knowledge of the undersigned, are contemplated. IN WITNESS WHEREOF, the
1. Organizational Documents.
1. Organizational Documents. (a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on April 12, 2015, including all amendments and certificates of amendment thereto, as currently in effect on the date hereof. No action has been taken to further amend, supplement, modify, or repeal the Cer
2. Resolutions.
2. Resolutions. (a) Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company by unanimous written consent effective as of March 26, 2025, authorizing (i) the execution, delivery, and performance by the Company of the Guarantee Agreement, the Security Agreement, the Pledge Agreements, the IP Security Agreement, the CFC Holdco Limited Pl
3. Incumbency.
3. Incumbency. The following persons are the duly elected or appointed officers of the Company who hold the respective offices set forth opposite their names below, and each such person is authorized to execute and deliver, on behalf of the Company, the Applicable Loan Documents (including the CFC Holdco Limited Pledge Agreement) and any certificate, agreement, instrument, or other document to be delivered in connect
4. Good Standing.
4. Good Standing. To the knowledge of the undersigned, the Company is a corporation validly existing and in good standing under the laws of the State of Delaware as of the date hereof. A Certificate of Good Standing (or equivalent certificate of status) obtained from the Secretary of State of the State of Delaware, dated within five (5) business days of the date hereof, has been obtained and is being delivered separa
5. No Default.
5. No Default. To the knowledge of the undersigned, after due inquiry, no Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing with respect to the Company as of the date hereof. No proceedings for the dissolution, liquidation, winding up, or termination of the Company have been commenced or, to the knowledge of the undersigned, are contemplated. IN WITNESS WHEREOF, the
1. Organizational Documents.
1. Organizational Documents. (a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Articles of Incorporation of the Company, as filed with the Department of State of the Commonwealth of Pennsylvania on February 8, 1987, including all amendments and articles of amendment thereto, as currently in effect on the date hereof. No action has been taken to further amend, supplement, modify, or repeal
2. Resolutions.
2. Resolutions. (a) Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company by unanimous written consent effective as of March 26, 2025, authorizing (i) the execution, delivery, and performance by the Company of the Guarantee Agreement, the Security Agreement, the Pledge Agreements, the IP Security Agreement, and each other Applicable
3. Incumbency.
3. Incumbency. The following persons are the duly elected or appointed officers of the Company who hold the respective offices set forth opposite their names below, and each such person is authorized to execute and deliver, on behalf of the Company, the Applicable Loan Documents and any certificate, agreement, instrument, or other document to be delivered in connection therewith. The signature appearing opposite the
4. Good Standing.
4. Good Standing. To the knowledge of the undersigned, the Company is a corporation validly existing and in good standing (subsistence) under the laws of the Commonwealth of Pennsylvania as of the date hereof. A Certificate of Good Standing (Certificate of Subsistence) obtained from the Department of State of the Commonwealth of Pennsylvania, dated within five (5) business days of the date hereof, has been obtained a